<PAGE> 1
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[X] Preliminary proxy statement. [ ] Confidential, for use of the
Commission only (as permitted by
Rule 14a-6(e)(2)).
[ ] Definitive proxy statement.
[ ] Definitive additional materials.
[ ] Soliciting material pursuant to Rule 14a-12
Plexus Corp.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment of filing fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
PLEXUS CORP.
55 JEWELERS PARK DRIVE
P.O. BOX 156
NEENAH, WISCONSIN 54957-0156
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
ON MARCH 7, 2001
To the Shareholders of Plexus Corp.:
Plexus Corp. will hold the annual meeting of its shareholders at the
Park Plaza Valley Inn, located at 123 East Wisconsin Avenue, Neenah, Wisconsin,
on Wednesday, March 7, 2001 at 10:00 a.m., for the following purposes:
(1) To elect eight directors to serve until the next annual
meeting and until their successors have been duly elected.
(2) To amend the Plexus Articles of Incorporation to increase the
number of authorized shares of common stock from 60 million to
200 million, and restate the Articles as so amended.
(3) To transact such other business as may properly come before
the meeting or any adjournment thereof.
Plexus' shareholders of record on its books at the close of business on
January 4, 2001 will be entitled to vote at the meeting or any adjournment of
the meeting.
We call your attention to the proxy statement accompanying this notice
for a more complete statement about the matters to be acted upon at the meeting.
By order of the board of directors
Joseph D. Kaufman
Secretary
Neenah, Wisconsin
January 15, 2001
PLEASE INDICATE YOUR VOTING DIRECTIONS, SIGN AND DATE THE ENCLOSED PROXY AND
RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. IF YOU LATER FIND THAT YOU WILL BE
PRESENT AT THE MEETING OR FOR ANY OTHER REASON DESIRE TO REVOKE YOUR PROXY, YOU
MAY DO SO AT ANY TIME BEFORE IT IS VOTED.
<PAGE> 3
PROXY STATEMENT
PLEXUS CORP.
55 JEWELERS PARK DRIVE
P.O. BOX 156
NEENAH, WISCONSIN 54957-0156
* * * * * * *
SOLICITATION AND VOTING
The board of directors of Plexus Corp. is soliciting proxies for the
annual meeting of shareholders on Wednesday, March 7, 2001 and is furnishing
this proxy statement in connection with that solicitation. Shares which are
represented by properly executed proxies received by Plexus will be voted at the
meeting and any adjournment thereof in accordance with the terms of such
proxies, unless revoked. Proxies may be revoked at any time prior to the voting
thereof either by written notice filed with the secretary or acting secretary of
the meeting or by oral notice to the presiding officer during the meeting.
Shareholders of record at the close of business on January 4, 2001 will
be entitled to one vote on each matter presented for each share so held. At that
date there were shares of Plexus common stock outstanding. Unless
otherwise stated, all share and per share information is restated to reflect
Plexus' 2-for-1 stock split in August 2000. Any shareholder entitled to vote may
vote either in person or by duly authorized proxy. Representation of a majority
of the outstanding shares will constitute a quorum at the meeting. Abstentions
and shares which are the subject of broker non-votes will be counted for the
purpose of determining whether a quorum exists at the meeting. Shares
represented at a meeting for any purpose are counted in the quorum for all
matters to be considered at the meeting. The voted proxies will be tabulated by
the persons appointed as inspectors of election.
Directors are elected by a plurality of the votes cast by the holders
of Plexus common stock entitled to vote at the election at a meeting at which a
quorum is present. "Plurality" means that the individuals who receive the
highest number of votes are elected as directors, up to the number of directors
to be chosen at the meeting. Any votes attempted to be cast "against" a
candidate are not given legal effect and are not counted as votes cast in the
election of directors. Therefore, any shares which are not voted, whether by
withheld authority, broker non-vote or otherwise, have no effect in the election
of directors except to the extent that the failure to vote for any individual
results in another individual receiving a relatively larger number of votes.
Under Wisconsin Business Corporation Law and Plexus' bylaws, the
affirmative vote of the holders of a majority of the outstanding shares of
Plexus' common stock outstanding on the record date is required to adopt the
proposed amendment to Plexus' Articles of Incorporation and the related
restatement. Therefore, any shares not voted, whether by abstention, broker
non-vote or otherwise, will have the affect of a vote "against" the proposed
amendment.
Shareholders who own shares as part of Plexus' Employee Stock Savings
Plan will receive a separate proxy for the purpose of voting their shares held
in their account. Shares held by the Savings Plan for which designations are not
received will be voted by the Savings Plan's trustee at its discretion, as
provided in the Savings Plan.
Plexus will pay the expenses in connection with the solicitation of
proxies. Upon request, Plexus will reimburse brokers, dealers, banks and voting
trustees, or their nominees, for reasonable expenses incurred in forwarding
copies of the proxy material and annual report to the beneficial owners of
shares which such persons hold of record. Solicitation of proxies will be
principally by mail. Proxies may also be solicited in person, or by telephone,
telegraph or fax, by officers and regular employees of Plexus who will not be
separately compensated for those services.
This proxy material is being mailed to Plexus shareholders commencing
on or about January 15, 2001.
<PAGE> 4
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of the Plexus common stock held by each director, each
nominee as director, each executive officer appearing in the Summary
Compensation Table, and all directors and executive officers as a group as of
January 4, 2001. [to be updated to 1-4-01]
<TABLE>
<CAPTION>
SHARES PERCENTAGE
BENEFICIALLY OF SHARES
NAME OWNED (1) OUTSTANDING
---- ------------ -----------
<S> <C> <C>
David J. Drury 8,000 *
Dean A. Foate 141,991 *
Harold R. Miller 345,134 *
John L. Nussbaum 313,582 *
Thomas J. Prosser 115,000 *
Agustin A. Ramirez 5,000 *
Peter Strandwitz 1,095,577 2.7%
Jan K. VerHagen 7,000 *
J. Robert Kronser 56,214 *
Thomas B. Sabol 118,209 *
All executive officers and directors
as a group (14 persons) 3,390,814 5.7%
</TABLE>
--------------------
* Less than 1%
(1) The specified persons have sole voting and sole dispositive powers as
to all such shares, except as otherwise indicated. The above amounts
include shares subject to options granted under Plexus' 1998 Stock
Option Plan (the "Option Plan") and the 1995 Directors' Stock Option
Plan (the "Directors' Plan") which are exercisable within 60 days.
These options include those held by Mr. Drury (6,000), Mr. Foate
(110,667), Mr. Nussbaum (48,186), Mr. Strandwitz (595,646), Messrs.
Miller and Prosser (27,000 each), Mr. Kronser (56,002), Mr. Sabol
(95,000), Mr. VerHagen (3,000) and all officers and directors as a
group (1,110,001).
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires Plexus'
officers and directors, and persons who beneficially own more than 10% of
Plexus' common stock, to file reports of ownership and changes in ownership with
the Securities and Exchange Commission. These "insiders" are required by SEC
regulation to furnish Plexus with copies of all Section 16(a) forms they file.
All publicly held companies are required to disclose the names of any
insiders who fail to make any such filing on a timely basis within the preceding
two years, and the number of delinquent filings and transactions, based solely
on a review of the copies of the Section 16(a) forms furnished to Plexus, or
written representations that no such forms were required. On the basis of
filings and representations received by Plexus, Plexus believes that, during
fiscal 2000, Plexus' insiders have complied with all Section 16(a) filing
requirements applicable to them.
-2-
<PAGE> 5
ELECTION OF DIRECTORS
In accordance with Plexus' bylaws, the board of directors has
determined that there shall be eight directors elected at the annual meeting of
shareholders to serve until their successors are duly elected and qualified. The
persons who are nominated as directors and for whom proxies will be voted are
named below, unless a shareholder specifies otherwise. If any of the nominees
should decline or be unable to act as a director, which eventuality is not
foreseen, the proxies will be voted with discretionary authority for a
substitute nominee designated by the board of directors.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION DIRECTOR
NAME AND AGE AND BUSINESS EXPERIENCE (1) SINCE
------------ --------------------------- --------
<S> <C> <C>
David J. Drury, 52 (2)(3)(4) President of Poblocki & Sons LLC (exterior and interior sign 1998
systems) since 1999; previously Independent Consultant from
1997 to 1999, and President of Stolper-Fabralloy Co. LLC
(engine component manufacturer) prior thereto
Dean A. Foate, 42 Executive Vice President of Plexus since 1999 and President of 2000
Plexus Technology Group, Inc. since 1995; previously,
employed by Plexus in various engineering capacities
Harold R. Miller, 72 (3)(4) Retired; previously Chairman of the Board and Chief Executive 1980
Officer of Marathon Engineers/Architects/Planners, Inc.
(architectural and engineering services)
John L. Nussbaum, 58 President and Chief Operating Officer of Plexus 1980
Thomas J. Prosser, 64 (3)(4)(5) Chairman of the Board of Menasha Corporation (manufacturer 1987
of paper and plastic products) since 1998; previously, Senior
Vice President-Investment Banking of Robert W. Baird & Co.,
Incorporated (brokerage and financial services)
Agustin A. Ramirez, 54 (3) Chairman of the Board and CEO of HUSCO International, Inc. 2000
(manufacturer of hydraulic and electrohydraulic controls)
Peter Strandwitz, 63 Chairman of the Board and Chief Executive Officer of Plexus 1979
Jan K. VerHagen, 63 (4)(6) Senior Vice President of Corporate Projects of Emerson Electric 1999
Co. since 1999; also, director and non-executive Chairman of
Wolverine Tube, Inc. (manufacturing); previously, Vice
Chairman of United Dominion Industries (manufacturing) in
1998, and other executive officer positions in prior years
</TABLE>
----------
(1) Unless otherwise noted, all directors have been employed in their
principal occupation listed above for the past five years or more.
(2) Also director of St. Francis Capital Corp. (savings bank holding
company).
(3) Member of the Compensation Committee, which held one meeting during
fiscal 2000. The Compensation Committee considers and makes
recommendations to the board of directors with respect to executive
officers' salaries and bonuses, reviews, approves and administers
compensation plans, and awards stock options.
(4) Member of the Audit Committee, which met two times in fiscal 2000. See
"Report of the Audit Committee" below.
-3-
<PAGE> 6
(5) Mr. Prosser coordinates the identification and recommendation of
candidates for Board membership. If shareholders wish to propose
candidates for consideration, they should forward relevant information
in writing to Plexus in care of Joseph D. Kaufman, corporate secretary.
(6) Also a director of United Dominion Industries.
The board of directors held four meetings during fiscal 2000. Each
director attended at least 75% of the total of the number of meetings of the
board and the number of meetings of all committees of the board on which such
director served during the year, during the period in which the person was a
director.
Directors' Compensation
Each Plexus director who is not a Plexus officer or employee receives
an annual directors' fee of $12,000 (raised from $10,000 effective August 1,
2000) and an additional $3,000 fee (raised from $1,000 effective August 1, 2000)
for each meeting date on which there is a board or committee meeting and $500
for each additional committee meeting which the director attends on the same
date as a board or another committee meeting.
In addition, each director who is not a Plexus officer or employee is
entitled in each fiscal year to receive an option for 1,500 shares of common
stock, at its market value on the date of grant, under the Directors' Plan. The
Directors' Plan was approved by Plexus shareholders in 1995. Options thereunder
are fully vested upon grant, may be exercised after a minimum six month holding
period, and must be exercised prior to the earlier of ten years after grant or
one year after the person ceases to be a director. In accordance with the
Directors' Plan, each of the then-serving non-employees directors received a
2000 option for 3,000 shares exercisable at $19.48 per share on December 1, 1999
(adjusted to reflect the August 2000 2-for-1 stock split), and a fiscal 2001
option for 1,500 shares exercisable at $42.625 per share on December 1, 2000.
See "Executive Compensation - Special Retirement Arrangements" for
certain supplemental retirement arrangements for Messrs. Strandwitz, Nussbaum
and Foate.
-4-
<PAGE> 7
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth information concerning the total
compensation of Plexus' chief executive officer and its four other highest
compensated executive officers, for fiscal 2000 and the preceding two fiscal
years.
<TABLE>
<CAPTION>
Long Term
Compensation
Annual Compensation (1) Awards
----------------------------------------------- -----------
Securities
Other Underlying All Other
Name and Fiscal Compensation Options/ Compen-
Principal Position Year Salary ($) Bonus ($) ($)(2) SARs #(3) sation ($)(4)
------------------ ------ ---------- --------- ------------ ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Peter Strandwitz, 2000 $324,757 $289,983 - 40,000 $197,850
Chairman of the Board 1999 $270,427 $57,608 - 40,000 $195,330
and CEO 1998 $240,348 $17,600 - 50,000 $194,023
John L. Nussbaum, 2000 $312,887 $270,643 - 40,000 $300,710
President and COO 1999 $249,074 $52,805 - 40,000 $94,287
1998 $214,400 $16,000 - 40,000 $94,046
Thomas B. Sabol, 2000 $188,815 $131,444 $13,500 20,000 $17,550
Senior Vice President 1999 $152,077 $31,684 - 20,000 $2,692
and CFO 1998 $131,235 $14,600 - 20,000 $3,129
Dean A. Foate, 2000 $184,088 $131,444 $13,500 20,000 $17,550
Executive Vice President 1999 $143,908 $21,780 - 20,000 $2,692
1998 $115,421 $11,600 - 20,000 $3,129
J. Robert Kronser, 2000 $172,093 $123,713 $13,500 18,000 $16,599
Vice President - Sales and 1999 $139,284 $21,783 - 18,000 $3,359
Marketing 1998 $115,373 $11,600 - 15,000 $2,755
</TABLE>
----------
(1) While the named individuals received perquisites or other personal
benefits in the years shown, in accordance with SEC regulations, the
value of these benefits are not shown since they did not exceed, in the
aggregate, the lesser of $50,000 or 10% of the individual's salary and
bonus in any year.
(2) In each case, represents the total premiums paid or accrued under the
split-dollar life insurance payments discussed under "Special
Retirement Arrangements." Under those arrangements, Plexus is entitled
to a refund from policy proceeds of the premiums paid upon the
employee's death or earlier termination of the insurance policy.
(3) Represents the number of shares for which options were granted under
the Option Plan. No SARs have been granted.
(4) Includes for fiscal 2000: Plexus' contributions to the accounts of
Messrs. Strandwitz, Nussbaum, Sabol, Foate and Kronser in the Savings
Plan of $4,250, $4,250, $4,250, $4,250 and $3,099, respectively;
Plexus' contributions to accounts of Messrs. Strandwitz and Nussbaum
under the supplemental retirement arrangements of $193,600 and
$296,460, respectively; and Plexus' contributions to accounts of
Messrs. Sabol, Foate and Kronser under their executive deferred
compensation plan of $13,500 each.
-5-
<PAGE> 8
STOCK OPTIONS
OPTION/SAR GRANTS IN LAST FISCAL YEAR
The following table sets forth information with respect to the grant of
stock options in fiscal 2000 to the five executive officers named in the Summary
Compensation Table.
<TABLE>
<CAPTION>
Individual Grants(1)
------------------------------------------------------------------
Potential
% of Realized Value at
Number of Total Assumed Annual
Securities Options/ Rates of Stock Price
Underlying SARs Granted Appreciation
Options/ to Employees Exercise or for Option Term (2)
SARs Granted in Fiscal Base Price Expiration -------------------
Name (#) Year ($/sh) Date 5% 10%
---- ------------ ------------ ----------- ---------- ---- ---
<S> <C> <C> <C> <C> <C> <C>
Peter Strandwitz 40,000 4.12% $35.5469 4/24/10 $894,210 $2,266,104
John Nussbaum 40,000 4.12% $35.5469 4/24/10 $894,210 $2,266,104
Thomas Sabol 20,000 2.06% $35.5469 4/24/10 $447,105 $1,133,052
Dean Foate 20,000 2.06% $35.5469 4/24/10 $447,105 $1,133,052
Robert Kronser 18,000 1.85% $35.5469 4/24/10 $402,395 $1,019,747
</TABLE>
(1) No SARs have been granted; all grants reflect stock options under the
Option Plan.
(2) Assumes the stated appreciation from the date of grant.
AGGREGATED OPTION/SAR EXERCISES IN
LAST FISCAL YEAR AND FISCAL YEAR END OPTION/SAR VALUES
The following table sets forth information with respect to the five
executive officers named in the Summary Compensation Table concerning the number
and value of options outstanding at September 30, 2000.
<TABLE>
<CAPTION>
Number of Value of
Securities Underlying Unexercised In-the-
Unexercised Options/ Money Options/SARs
Shares SARs at FY-End (#)(2) at FY-End ($)(3)
Acquired on Value --------------------- ----------------
Name Exercise (#) Realized($)(1) Exercisable/Unexercisable Exercisable/Unexercisable
---- ------------ -------------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Peter Strandwitz --- --- 630,664 / 83,336 $42,902,376 / $4,006,299
John Nussbaum 105,146 $3,391,527 48,186 / 80,002 $3,058,987 / $3,801,254
Thomas Sabol 8,000 $139,126 94,998 / 40,002 $6,240,332 / $1,900,689
Dean Foate 8,000 $78,375 118,666 / 38,334 $7,929,459 / $1,798,105
Robert Kronser --- --- 56,002 / 35,000 $3,649,516 / $1,649,011
</TABLE>
----------
(1) Represents the difference between the exercise price and the reported
closing price on the date of exercise.
(2) Represents options granted under the Option Plan. No SARs have been
granted.
(3) Represents the difference between the exercise price and the $70.50
reported closing price of Plexus common stock on the NASDAQ Stock
Market on September 29, 2000, the last trading date of the fiscal year.
-6-
<PAGE> 9
Change in Control Arrangements
Plexus has entered into Change in Control Agreements with Messrs.
Strandwitz, Nussbaum, Foate, Sabol and Kronser, and four other executive
officers. Under the terms of these agreements, if there is a change in control
of Plexus, as defined in the agreement, the executive officers' authority,
duties and responsibilities shall remain at least commensurate in all material
respects with those prior to the change in control. Their compensation and
benefits may not be reduced, or location of employment changed, as a result of
the change in control.
In the event that any covered officer is terminated other than for
cause, death or disability, or an executive terminates his employment with good
reason, Plexus is obligated to pay the executive officer, in a cash lump sum, an
amount equal to approximately three or two times, depending upon the executive
officer, the executive's base salary plus expected bonus payments, and to
continue certain benefits. The agreements further provide for payment of
additional amounts which may be necessary to "gross up" the amounts due such
employee in the event of the imposition of an excise tax upon the payments. The
agreements do not preclude termination of the officer, or require payment of any
benefit, if there has not been a change in control of Plexus, nor does it limit
the ability of Plexus to terminate these persons for cause.
Special Deferred Compensation Arrangements
In 1996, the Compensation Committee established special retirement
arrangements for Messrs. Strandwitz and Nussbaum. The Committee believed that
those arrangements would both reward past service and maintain an additional
incentive for those officers' continued performance for Plexus. As a result,
Plexus and those persons have entered into a supplemental retirement agreement
designed to provide specified retirement and death benefits additional to those
provided under the 401(k) Savings Plan. While the arrangement is designed to
provide a 15-year annual payout on retirement at or after age 65 of 60% of final
pay, Plexus' commitment under each agreement is to annually contribute a fixed
dollar amount ($193,600 for Mr. Strandwitz and originally $90,921 for Mr.
Nussbaum) for each year until age 65 if he remains in Plexus' employ. Effective
for fiscal 2000, the Compensation Committee agreed to an amendment to Mr.
Nussbaum's supplemental retirement agreement. Under the amended arrangement,
Plexus' obligation to make contributions was increased to $296,420 per year, but
only until age 60. Both persons remain Plexus employees.
The contributions are invested in a life insurance policy acquired by
Plexus on the participant's life. On retirement at or after age 65, the
agreement provides for a 15-year annual installment payment stream, with each
payment to be measured by the cash values then held in the policy. Plexus'
contributions would also continue to be made should their employment terminate
after a change in control, attainment of age 55 and completion of 10 years of
service or disability, should the participants terminate for "good reason" as
defined in the agreement, or should Plexus terminate the executive, but not for
"cause" as defined in the agreement. Provided the participants are able to and
does perform such duties as may be provided under a separate consulting
agreement, the 15-year installment payments would commence at age 65. If the
executive voluntarily terminates other than for "good reason" and before
payments under the agreement have started, a 15-year installment payment
arrangement starts at that time, based on the then existing policy cash values.
Lump sum payments based on policy cash values become due if at any time after a
change in control Plexus' consolidated tangible net worth drops below $35
million, or if the ratio of Plexus' consolidated total debt to consolidated
tangible net worth becomes greater than 2.5 to 1.
To the extent that any of the payments constitute excess parachute
payments subjecting the participant to an excise tax, the agreement provides for
an additional payment (the "gross-up payment") to be made by Plexus to the
participant so that after the payment of all taxes imposed on the gross-up
payment, the participant retains an amount of the gross-up payment equal to the
excise tax imposed. If a participant dies while employed or prior to receiving
all of the 15-year installment payments, certain death benefit payments become
due. If the participant is terminated by Plexus for "cause" at any time before
payments start and prior to a change in control, all benefits are forfeited.
-7-
<PAGE> 10
Effective during fiscal 2000, the Compensation Committee also approved
the establishment of additional deferred compensation mechanisms for several
executive officers and other key employees, including Messrs. Sabol, Foate and
Kronser. First, the Committee established the Plexus Corp. Executive Deferred
Compensation Plan. Under this plan, a covered executive may elect to defer some
or all of his or her compensation through the plan, and Plexus may credit the
participant's account with a discretionary employer contribution. Participants
are entitled to payment of deferred amounts and any earnings which may be
credited thereon upon retirement from Plexus.
Plexus has also entered into split-dollar life insurance agreements
with various executive officers and key employees, including Messrs. Sabol,
Foate and Kronser. Under these agreements, Plexus pays a minimum premium of
$13,500 per policy, and such additional premiums as it may determine. Upon the
death of the covered employee, Plexus has an interest in the proceeds of the
policy equal to the premiums paid. The balance, if any, of the policy proceeds
are paid to the employee's beneficiary. Plexus' rights are secured by a related
assignment of employee's life insurance policy as collateral. Upon an earlier
termination of employment, or Plexus' determination to terminate the agreement,
the agreement provides that the employee may obtain unencumbered ownership of
the policy by paying Plexus the lesser of premiums paid or the cash surrender
value, or Plexus can withdraw from the policy an amount equal to the premiums it
has paid and then release its interest in the policy permitting unencumbered
ownership of the policy by the employee.
COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
The Compensation Committee of the Plexus board of directors sets
general compensation policies for Plexus. The Committee makes the primary
decisions with respect to compensation of the Chairman/Chief Executive Officer
(the "CEO") and the President/Chief Operating Officer ("President") of Plexus;
compensation decisions as to all other Company officers are recommended by the
CEO and the President, subject to approval by the Committee. Plexus' other
compensation programs, such as the Savings Plan and the Option Plans, are either
originated or approved by the Committee; the Committee grants stock options
under the Option Plans.
Plexus' policy, which the Committee adheres to, is to fairly compensate
individuals for their contributions to Plexus, but also to provide value to
Plexus' shareholders and to consider the ability of Plexus to fund any
compensation decisions, plans or programs. The Committee believes that fair
compensation packages are necessary to attract and retain qualified executive
officers. To be effective in attracting and retaining competent individuals,
compensation packages must balance short-term and long-term considerations, as
well as provide incentives to individuals based upon the performance of Plexus.
For the past several fiscal years, the Committee has evaluated compensation of
Plexus executive officers in the context of continuing growth, but also the
continuing need for capital to support that growth and the occasional effect on
earnings of that growth. The Committee historically had not retained outside
consultants, or relied in a significant fashion upon outside market surveys
specifically commissioned by Plexus. However, in fiscal 1997, Plexus engaged
outside consultants to assist it in evaluating compensation company-wide
(including executive officers), and the Committee reviews published survey
information.
In determining the compensation of the CEO, the Committee reviews
numerous factors, although most of these factors are not subject to
quantification or specific weight. The primary factors reviewed, in no
particular order, are the importance of the individual's contribution to Plexus'
strategic planning and long-term success; special projects and tasks undertaken
by the individual during the preceding year; acquisition-related activities and
efforts; and performance of Plexus' sales and earnings. In addition, the
Committee also reviewed a sampling, which it believed to be representative, of
compensation paid by other companies in Plexus' geographic area, comparable
companies in the electronics manufacturing services industry and numerous
published surveys. This group of companies did not coincide with the more
extensive list of companies in the NASDAQ electronics components sector used in
the following performance graph. Plexus generally has a March/April annual
review cycle for its employees, including key executives. New salaries become
effective at the time of the review.
-8-
<PAGE> 11
In establishing the CEO's fiscal 2000 compensation, the Committee noted
his roles as Plexus chief strategic planner and his general executive duties.
The Committee also reviewed salaries paid to CEO's in other companies in the
geographic area and the industry. The compensation for fiscal 2000 was
determined in part in the April 1999 review, and in part in the April 2000
review.
- In its April 1999 review, the Committee had available full
fiscal 1998 sales and net income information, which indicated
full-year increases of 3% and 17%, respectively, over fiscal
1997. For the quarter ended December 31, 1998, Plexus' net
sales and net income increased 6% and 42%, respectively, over
the same fiscal 1998 period. Based on both quantitative and
non-quantitative factors, including his efforts in connection
with fiscal 1999 acquisitions, the Committee approved a 25%
salary increase for the CEO effective April 1999. All of this
information is prior to restatement for the July 1999 SeaMED
acquisition.
- In its April 2000 review, the Committee had available full
fiscal 1999 sales and net income information, which indicated
full-year increases of 5% and 10%, respectively, over fiscal
1998. For the quarter ended December 31, 1999, Plexus' net
sales and net income increased 22% and 25% respectively over
the same 1998 period. Based on both quantitative and
non-quantitative factors, including the Committee's review of
the strategic direction which the CEO provides for Plexus, the
Committee approved a 16.7% salary increase for the CEO
effective April 2000.
In both cases, the Committee also considered the payments made on the CEO's
behalf pursuant to the special retirement benefits established in 1996.
The Committee determined it would be in Plexus' best interests to
provide its executive officers with a tangible performance-based incentive
beyond that contained in the Option Plan. Such a bonus arrangement would further
motivate officers to continue the improved performance, and provide specific
non-market criteria to evaluate performance. Effective since fiscal 1998,
bonuses have been determined 40% by reference to earnings per share, 40% by
sales growth, and 20% by individual performance. The possible ranges of bonus,
if targets are met, are from 10% to 100% of base salary for executive officers,
which amounts are chosen in advance by the Committee and may vary from person to
person, and year to year.
For fiscal 2000, for the target bonus to be earned, Plexus was required
to increase pre-bonus earnings per share to $0.77 per share (approximately a 76%
increase over fiscal 1999) and corporate sales growth over fiscal 1999 equal to
at least 15%. (All targets and results which are presented exclude the
pre-merger effects of the SeaMED merger and pooling restatement.) If these were
met, the CEO would earn a bonus of 50% of his salary; for results above or below
target, bonus (if any) would vary between 0% and 100%. The Committee believed
that both targets were very aggressive. In fact, Plexus achieved pre-bonus
fully-diluted earnings per share of approximately $1.04 (approximately a 89%
increase over fiscal 1999) and sales growth of approximately 44%. Because the
target numerical goals were substantially exceeded in fiscal 2000, the Committee
awarded increased bonuses in accordance with the targets. Therefore, the CEO
earned a bonus of 96.7% of salary.
The Committee believes that the Option Plan provides participants with
a long-term incentive to increase the overall value of Plexus by providing them
with a stake in the increasing value of its common stock on a long-term basis.
Consistent with this approach, the Committee granted to the CEO options for
40,000 shares during fiscal 2000. Previously, the Committee granted the CEO
options for 40,000 shares in fiscal 1999 and 50,000 shares in fiscal 1998. The
2000 award level reflects the Committee's determination to grant the CEO a level
number of options in view of his cash compensation.
The Committee also believes that the Savings Plan provides an
additional stock-based incentive. Although employees, including the CEO, may
choose from a variety of investment funds for their contributions under the
Savings Plan, company matching contributions on behalf of participants are made
to Plexus Stock Fund of the Savings Plan,
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<PAGE> 12
having the effect of increasing the participants' stock ownership. In addition,
the Plexus 2000 Stock Purchase Plan also permits executive officers, like other
employees, to purchase shares of Plexus common stock at a price equal to 85% of
the lower of the market value at the beginning or the end of six month periods.
Because no purchase periods were yet completed in fiscal 2000, compensation
information for fiscal 2000 does not reflect the value of any purchases. The
Committee further believed that a supplemental retirement arrangement with the
CEO was appropriate, and therefore entered into the Supplemental Retirement
Agreement with the CEO described above under "Executive Compensation - Special
Retirement Arrangements."
The factors used to determine other executive officers' compensation
are essentially the same as those used for the CEO. As with the CEO, Messrs.
Nussbaum, Sabol, Foate and Kronser, and other executive officers, were
considered for salary increases effective in April 1999 and April 2000.
Increases in executive officers' salaries (other than the CEO) in April 1999
varied from 5% to 40% and in April 2000 varied from 5% to 25%. The increases
varied depending upon the Committee's view of the adequacy of the particular
officers' compensation compared to that officer's performance and duties,
especially when those duties significantly changed since the last salary
increase, and expected changes in circumstances in the coming year. For fiscal
2000, all eligible executive officers received a bonus under the Bonus Plan
equaling from 58.0% to 96.7% of base salary. The bonus criteria were the same
for the other executive officers as they were for the CEO; however, the target
bonuses range from 30% to 50% of salary, and the maximum of bonuses ranged from
60% to 100%. The Committee also approved stock option awards during fiscal 2000
for most of the other executive officers of Plexus, which awards varied from
8,000 to 40,000 shares. The number of shares subject to options granted to
executive officers was generally the same or greater than the number granted
upon ordinary grants in the preceding fiscal year, with appropriate changes to
reflect the Committee's perception of individual circumstances. Plexus has also
entered into supplemental retirement arrangements with Messrs. Nussbaum, Sabol,
Foate, Kronser and various other executive officers, as described above. The
Committee bore in mind the costs of these arrangements and the expected benefits
under them in making its compensation decisions relating to the affected
executive officers.
The Committee believes that it is highly unlikely that the compensation
of any executive officer, including the CEO, will exceed $1 million in any
fiscal year. Therefore, except with respect to the Option Plan and the 2000
Purchase Plan, it has not taken any action with respect to the provisions of
Section 162 of the Internal Revenue Code which limits the deductibility of
compensation to certain executive officers of over $1 million in any fiscal
year. Because of the shareholders' approval of the Option Plan and the 2000
Purchase Plan, the Committee believes that any compensation income under them
would not be subject to the Internal Revenue Code's deduction limitation.
Members of the Compensation Committee: Thomas J. Prosser, Chair
David J. Drury
Harold R. Miller
Agustin A. Ramirez
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No Plexus insiders are members of the Compensation Committee. None of
the directors who are Committee members are employees of Plexus, have ever been
employed by Plexus or any of its subsidiaries, and have other reportable
relationships with Plexus.
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<PAGE> 13
PERFORMANCE GRAPH
The following graph compares the cumulative total return on Plexus
common stock with the NASDAQ Stock Market Index for U.S. Companies and the
NASDAQ Stock Market Index for Electronics Components Companies, both of which
include Plexus. The values on the graph show the relative performance of an
investment of $100 made on September 30, 1995, in Plexus common stock and in
each of the indices.
COMPARISON OF CUMULATIVE TOTAL RETURN
[graph]
<TABLE>
<CAPTION>
1995 1996 1997 1998 1999 2000
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
NASDAQ-US 100 119 163 165 270 359
NASDAQ-Electronics 100 119 209 167 339 591
Plexus 100 88 423 233 368 1,696
</TABLE>
PROPOSED AMENDMENT TO ARTICLES OF INCORPORATION
REGARDING AUTHORIZED SHARES
The Plexus board of directors recommends the adoption of the amendment
to the Articles of Incorporation to increase the number of authorized shares of
Plexus common stock. The proposed amendment was unanimously supported by all of
Plexus' directors. Plexus' Articles of Incorporation currently authorize up to
60,000,000 shares of common stock, $.01 par value, and 5,000,000 shares of
preferred stock, $.01 par value. The board recommends that the Articles of
Incorporation be amended to increase the total number of common shares
authorized from 60,000,000 to 200,000,000. The number of authorized preferred
shares would remain unchanged.
The proposed amendment provides that more shares of common stock will
be available for issuance in the future. The board believes it is prudent to
provide flexibility by authorizing a sufficient number of shares to avoid the
necessity, as well as the delay and expense, of an additional shareholder vote
in the foreseeable future. At January 4, 2001, of the 60 million authorized
shares, 41.1 million were issued and outstanding. An additional 12.4 million
shares
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<PAGE> 14
have been allocated (but are not yet issued) for utilization in the Option Plan,
the Directors' Plan and former SeaMED option plans, and an additional 2.0
million shares are reserved for the Stock Purchase Plan, leaving only 4.5
million shares available for other purposes. [update all numbers to January 4,
2001.]
The board wishes to plan ahead in the event of future needs for shares.
For example, Plexus has grown substantially by acquisition in recent years, and
has utilized approximately 5.8 million shares in acquisitions since the
beginning of fiscal 1999. Plexus expects to continue to pursue attractive
acquisition opportunities. Plexus has also had three stock splits within the
past 10 years. Plexus might not have enough available shares for these types of
transactions in the future without further shares authorized.
The board of directors has chosen the particular number of shares
primarily to save possible Wisconsin Department of Financial Institutions filing
fees in the future. The board reviewed needs under current and possible future
employee benefit plans and possible future acquisitions, and wished to allow
shares for potential future stock splits. Under Wisconsin statutes, the filing
fee for any change in articles of incorporation increasing the number of
authorized shares by one million or more is $10,000, irrespective of the number
of additional shares authorized. Because the board determined that at least one
million additional shares should be authorized to anticipate possible corporate
needs, it determined that it would be advisable at this time to authorize a
higher number to save future filing fees should more shares be required in
future years.
While management is actively investigating and expects to continue to
investigate business opportunities and considerations which may require the
issuance of stock for cash or other consideration or in acquisitions or stock
distributions, and discussions regarding potential acquisitions are generally
ongoing at any given time, there are currently no definite plans, commitments or
arrangements for the issuance of additional shares of stock except as described
above. The board believes that it is in Plexus' best interest to have the
authority to issue additional shares of common stock for use in possible
acquisitions, as well as a means of obtaining additional capital and for other
corporate purposes. Although management could use such shares to block an
attempt to take over Plexus, the increase in authorized shares is not proposed
for that purpose. Neither Plexus' Articles of Incorporation nor bylaws contain
any other provisions which are intended to inhibit a takeover of Plexus. Certain
provisions of the Wisconsin Business Corporation Law may restrict voting power
of any shareholders owning more than 20% of Plexus' shares, impose super
majority voting requirements in certain business combinations involving
shareholders (or affiliates) owning more than 10% of a company's shares, and
impose certain other limitations on persons taking control of a corporation
without the approval of its board. However, Plexus has in effect a shareholder
rights plan, which is designed to encourage any party interested in acquiring
Plexus to work with the Plexus board on a transaction, rather than making a
take-over attempt without consultation with the board. In the event of a
takeover of Plexus without board approval, the shareholder rights plan could
have a substantial dilutive effect on the acquiring party.
Depending upon the consideration for which they may be issued, the
future issuance of shares may have a dilutive effect on Plexus' per share
earnings or book value per share. However, the board does not have any current
plans for the issuance of shares which it expects to have a materially dilutive
effect.
The board of directors has, as to the currently authorized shares, and
will have, as to the newly authorized shares, the power to issue shares for such
lawful consideration, not less than the par value, as may be fixed from time to
time by the board. It is not anticipated that further shareholder approval for
the issuance of additional shares would be solicited or required; however,
Nasdaq Stock Market listing requirements do require shareholder approval in
connection with certain compensation programs and significant acquisitions.
Plexus would, of course, seek shareholder approval if those rules require that
approval. No shareholder, as such, has any preemptive or preferential rights to
purchase Plexus shares or any obligations of Plexus which are convertible into
shares.
Approval of the amendment will also include approval of the restatement
of the Plexus' Articles of Incorporation as amended. Plexus' Articles were last
restated in 1985. In the new restatement, Plexus will be able to simplify
paperwork in situations in which it needs to provide a copy of its Articles of
Incorporation by combining
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<PAGE> 15
amendments to the Articles of Incorporation in a single document. Accordingly,
in the restatement, Plexus will eliminate two portions of the document which are
no longer relevant:
- a section setting forth the manner in which shares were
converted in 1985 to effect a stock split in that year; and
- articles of merger for a 1987 transaction.
The board believes that the elimination of these irrelevant provisions and the
restatement of the Articles will make Plexus' articles more current and
understandable.
The affirmative vote of the holders of a majority of Common Stock
outstanding on January 4, 2001 is required to adopt the proposed amendment and
the related restatement. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS VOTE FOR THE PROPOSED AMENDMENT.
CERTAIN TRANSACTIONS
The Company provides certain engineering design and development
services for Memorylink Corp., a developer of electronic products. Mr.
Strandwitz, and Gerald Pitner, a former director, are directors and shareholders
of Memorylink. Plexus billed Memorylink $2,897,713 in fiscal 2000 for those
services; the amounts billed were determined in accordance with Plexus' standard
charges. Memorylink had an outstanding balance due of $719,237 at September 30,
2000.
REPORT OF THE AUDIT COMMITTEE
The Audit Committee of the board of directors oversees and monitors the
participation of Plexus' management and independent auditors throughout the
financial reporting process. No member of the Audit Committee is employed or has
any other material relationship with Plexus. The members are "independent" as
defined in Rule 4200(a)(15) of the NASD listing standards for the Nasdaq Stock
Market. The Plexus board of directors has adopted a written charter for the
Audit Committee. A copy of that charter appears as Appendix A to this proxy
statement.
In connection with its function to oversee and monitor the financial
reporting process of Plexus, the Committee has done the following:
- reviewed and discussed the audited financial statements for
the fiscal year ended September 30, 2000 with Plexus
management;
- discussed with PricewaterhouseCoopers LLP, Plexus' independent
auditors, those matters which are required to be discussed by
SAS 61 (Codification of Statements on Auditing Standards, AU
ss.380); and
- received the written disclosure and the letter from
PricewaterhouseCoopers LLP required by Independence Standards
board Standard No. 1 (Independence Discussion with Audit
Committees) and has discussed with PricewaterhouseCoopers LLP
its independence.
Based on the foregoing, the Committee recommended to the board of
directors that the audited financial statements be included in Plexus' annual
report on Form 10-K for the fiscal year ended September 30, 2000.
<TABLE>
<S> <C> <C>
Members of the Audit Committee: David J. Drury, Chairman Harold R. Miller
Thomas J. Prosser Jan K. VerHagen
</TABLE>
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<PAGE> 16
AUDITORS
The board of directors intends to reappoint the firm of
PricewaterhouseCoopers LLP as independent auditors to audit the financial
statements of Plexus for fiscal 2001. Representatives of PricewaterhouseCoopers
LLP are expected to be present at the annual meeting of shareholders to respond
to appropriate questions and make a statement if they desire to do so.
SHAREHOLDER PROPOSALS
Shareholder proposals must be received by Plexus no later than
September 17, 2001 in order to be considered for inclusion in next year's annual
meeting proxy statement. In addition, the Plexus bylaws provide that any
proposal for action, or nomination to the board of directors, proposed other
than by the board of directors must be received by Plexus in writing, together
with specified accompanying information, at least 70 days prior to an annual
meeting in order for such action to be considered at the meeting. The year 2002
annual meeting of shareholders is tentatively scheduled for March 6, 2001, and
any notice of intent to consider other questions and/or nominees, and related
information, must therefore be received by December 24, 2001. The purpose of the
bylaw is to assure adequate notice of, and information regarding, any such
matter as to which shareholder action may be sought.
By order of the board of directors
Joseph D. Kaufman
Secretary
Neenah, Wisconsin
January 15, 2001
A COPY (WITHOUT EXHIBITS) OF PLEXUS' ANNUAL REPORT TO THE SECURITIES
AND EXCHANGE COMMISSION ON FORM 10-K FOR THE FISCAL YEAR ENDED SEPTEMBER 30,
2000, WAS INCLUDED IN PLEXUS' 2000 ANNUAL REPORT TO SHAREHOLDERS, WHICH
ACCOMPANIES THIS PROXY STATEMENT. AN ADDITIONAL COPY WILL BE PROVIDED WITHOUT
CHARGE TO EACH RECORD OR BENEFICIAL OWNER OF SHARES OF PLEXUS' COMMON STOCK AS
OF JANUARY 4, 2001, ON THE WRITTEN REQUEST OF SUCH PERSON DIRECTED TO: THOMAS B.
SABOL, SENIOR VICE PRESIDENT AND CFO, PLEXUS CORP., 55 JEWELERS PARK DRIVE, P.O.
BOX 156, NEENAH, WISCONSIN 54957-0156.
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<PAGE> 17
APPENDIX A
PLEXUS CORP.
AUDIT COMMITTEE CHARTER
adopted May 19, 2000
The Board of Directors of Plexus Corp. hereby adopts this Charter for
the Audit Committee of the Plexus Board. The Audit Committee shall have the
authority, responsibility and duties which are specified below.
COMPOSITION
The Audit Committee shall have three or more directors. The Committee
members shall meet the independence and experience requirements of the Nasdaq
Stock Market. One of the members shall be appointed the Committee's Chairman by
the Board of Directors.
AUTHORITY
The Audit Committee is authorized to review the financial statements
prepared by management and the annual audit of the Company, and to review any
other activity of Plexus in connection therewith that they deem appropriate. All
employees are directed to cooperate as required by members of the Committee. The
Committee is empowered to retain persons having special competence, such as
counsel, auditors or other advisors, if and as necessary to assist the Committee
is fulfilling its responsibility.
RESPONSIBILITY
The Audit Committee shall serve as focal point for communication among
directors who are not members of the Committee, the independent accountants and
management as their duties relate to financial accounting, reporting and
controls. The Committee shall assist the Board in fulfilling its fiduciary
responsibilities as to Plexus' accounting policies and reporting practices, and
the sufficiency of auditing relating thereto. The Committee is to be the Board's
principal agent in assuring the independence of the independent accountants, the
integrity of management, and the adequacy of disclosures to shareholders.
However, the opportunity for the independent accountants to meet with the entire
Board as needed or desired is not to be restricted.
MEETINGS
The Audit Committee is to meet at least twice per year, and as many
other times as that Committee deems necessary. The Chairman may call a meeting
at any time he or she believes is necessary or appropriate.
ATTENDANCE
At least a majority of the members of the Audit Committee are to be
present at all meetings. As necessary or desirable, the Chairman may request
that members of management and/or representatives of the independent accountants
be present at meetings.
MINUTES
The Committee shall arrange for minutes of each meeting to be prepared
and sent to all Committee members and directors who are not members of the
Committee. If Plexus' corporate Secretary has not taken the minutes, they should
be sent to him or her for permanent filing with the minute books.
SPECIFIC DUTIES
The Audit Committee shall:
1. Inform management and the independent accountants that the
independent accountants and the Committee may communicate with
each other at all times.
A-1
<PAGE> 18
2. Review with management and independent accountants Plexus'
general policies and procedures to reasonably assure the
adequacy of internal accounting and financial reporting
controls.
3. Have familiarity with the accounting and reporting principles
and practices which are applied by Plexus in preparing its
financial statements, as well as its established standards of
corporate conduct and performance, and deviations therefrom.
4. Review the scope and general extent of the independent
accountants' audit examination, including their engagement
letter. The auditors' fees are to be arranged with management,
and annually summarized for Committee review. The Committee's
review should entail an understanding from the independent
accountants of the factors considered in determining the audit
scope.
5. Review the scope and extent of nonaudit services which may be
provided by the independent accountants in relation to the
objectivity needed from the independent accountants in the
audit.
6. Review with management and the independent accountants, upon
completion of their audit, the financial results for the year.
7. Provide any reports or summaries which may be required for the
annual report to shareholders and/or Form 10-K.
8. Evaluate the cooperation received by the independent
accountants during their audit examination, including their
access to all requested records, data and information. Inquire
of the independent accountants whether there have been any
disagreements with management which if not satisfactorily
resolved would have caused them to issue a nonstandard report
on the financial statements.
9. Discuss with the independent accountants the quality of
Plexus' financial and accounting personnel, and any relevant
recommendations which the independent accountants may have,
including those in their "letter of comments and
recommendations".
10. Review the written responses of Plexus' management to the
independent accountants' comment letter.
11. Discuss with management the scope and quality of internal
accounting and financial reporting controls in effect. Also,
obtain management comments on the responsiveness of the
independent accountants to Plexus' needs.
12. Update the Board of Directors, through minutes and
presentations as may be necessary or appropriate, of
significant developments in the course of performing the above
duties.
13. Recommend to the Board of Directors any appropriate extensions
or changes in the duties of the Committee and/or changes to
this Charter.
14. Recommend to the Board of Directors the retention or
nonretention of the independent accountants, and the basis for
any recommendations.
15. Conduct an appropriate review of related party transactions
with Plexus on an ongoing basis and review potential conflict
of interest situations or questions where appropriate.
While the Audit Committee has the responsibilities and powers set forth
in this Charter, it is not the duty of the Audit Committee to plan or conduct
audits or to determine that the financial statements are complete and accurate
and are in accordance with generally accepted accounting principles. This is the
responsibility of management and the independent auditors. It is also not the
duty of the Audit Committee to conduct investigations, to resolve disagreements,
if any, between management and the independent auditor or to assure compliance
with laws and regulations.
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<PAGE> 19
PLEXUS CORP.
PROXY FOR 2001 ANNUAL MEETING OF SHAREHOLDERS
The undersigned hereby appoints Peter Strandwitz, John L. Nussbaum and Joseph D.
Kaufman, and any of them, proxies, with full power of substitution, to vote all
shares of stock which the undersigned is entitled to vote at the annual meeting
of shareholders of Plexus Corp. to be held at the Park Plaza Valley Inn, located
at 123 East Wisconsin Avenue, Neenah, Wisconsin, on Wednesday, March 7, 2001 at
10:00 a.m. Central Time, or at any adjournment thereof, as follows, hereby
revoking any proxy previously given:
(1) ELECTION OF DIRECTORS:
<TABLE>
<S> <C>
FOR all nominees listed below [ ] WITHHOLD AUTHORITY [ ]
(except as specified to the contrary below) to vote for all nominees listed below
</TABLE>
David J. Drury, Dean A. Foate, Harold R. Miller, John L. Nussbaum,
Thomas J. Prosser, Agustin A. Ramirez, Peter Strandwitz, Jan K. VerHagen
(INSTRUCTION: To withhold authority to vote for any individual nominee, please
print that nominee's name on the following line.)
(2) Approval of the Amendment to the Articles of Incorporation to increase
the number of authorized shares of common stock from 60 million to 200
million, and to restate the Articles as so amended;
------------------
<TABLE>
<S> <C> <C>
FOR [ ] AGAINST [ ] ABSTAIN [ ]
</TABLE>
(3) In their discretion on such other matters as may properly come before
the meeting or any adjournment thereof;
all as set out in the Notice and Proxy Statement relating to the annual meeting,
receipt of which is hereby acknowledged.
(Continued and to be signed on reverse side)
--------------------------------------------
This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholder. IF YOU DO NOT PROVIDE A DIRECTION, THIS PROXY WILL
BE VOTED "FOR" EACH OF THE NOMINEES FOR DIRECTOR LISTED IN PROPOSAL (1) AND
"FOR" PROPOSAL (2).
Dated , 2001
------------------------
----------------------------------------------
(Please sign exactly as name appears at left.)
---------------------------------
(If stock is owned by more than one person, all owners
should sign. Persons signing as executors, administrators,
trustees or in similar capacities should so indicate.)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
